Captain America (1st series) #350

Issue Date: 
February 1989
Story Title: 
Seeing Red (first story)

Mark Gruenwald (writer), Keiron Dwyer (penciler), Al Milgrom (inker), Greg Wright (colorist), Jack Morelli (letterer), Marc Siry (assistant editor), Ralph Macchio (editor), Tom DeFalco (editor-in-chief)

Dedicated to Joe Simon & Jack Kirby (creators of America’s greatest super hero)

Brief Description: 

first story:

A man resembling Steve Rogers engages in a training scenario with men dressed as Captain America, and kills them all with ease. He reflects on America, the land of opportunity, and how he will go about his own American dream - the denial of everyone else’s, he plans to enslave every American citizen and destroy America itself. He contacts Douglas Rockwell, Head of the Commission on Superhuman Activity, asking for an update on the Captain America situation. Steve Rogers, however, is keeping a low profile, back in New York, he leaps into action as the Captain to save several innocent civilians from being run over. Douglas Rockwell visit’s the injured John Walker (the current Captain America), and tells him that the Commission still doesn’t know what to do with him. Battlestar tries to encourage his friend, but Walker isn’t interested in talking to him, blaming him for getting Steve Rogers to help them back in the Arctic. Later, Walker dons his Captain America costume and leaves the hospital after getting a phone call requesting his presence. The Commission on Superhuman Activity have a late night meeting to discuss the Captain America situation, but they cannot agree on what to do, and Douglas Rockwell’s agenda doesn’t help matters. Steve Rogers makes his way into their offices, where he comes across Rockwell speaking to someone shrouded in red on a monitor. Steve confronts the paranoid Rockwell, who receives another call on his private phone line - but when he answers it, red gas pours out, and engulfs him, killing him and leaving his face shucked in and red. Steve realizes that is the calling card of his old foe, the Red Skull, and when he gets the monitor working, sees an empty chair, with a skull insignia on it. Walker, meantime, arrives at his destination, the Smith Building, where he is greeted by the Steve Rogers look-alike, whom he assumes is Steve Rogers. A Watchdog, a member of the Resistants, a Scourge agent, a member of the Sweat Shop and an Ultimatum agent appear, and the look-alike reveals he has been behind all of the organisations. Walker tries to follow the look-alike as he leaves the room, but is forced to fight the five enemies. The battle rages for some time, while simultaneously, Steve Rogers makes his way into the Smith Building, and is confronted by a red-hazed monitor, where his look-alike claims to be both the Red Skull, and Steve Rogers. The look-alike informs Steve that his old foe the Super-Patriot (John Walker) is the new Captain America, and how he manipulated him to sully the name of Captain America. Rogers isn’t sure whether to believe his look-alike, and starts exploring the Smith Building, when he comes across Walker, who has killed the five agents. Meanwhile, Valerie Cooper comes across Rockwell’s body, and discusses possible explanations with Raymond Sikorsky. Steve Rogers and John Walker engage in a lengthy battle. But Walker is deranged, and Steve manages to take him down. The look-alike confronts Steve and reveals more of his plan to destroy America - until Walker throws the Captain America shield at the look-alike, causing him to inhale the smoke that is being released from his cigarette, this turns his face literally into a red skull. The look-alike makes his getaway, and Steve begins to realize that this was the Red Skull. Later, both Steve and Walker appear before the Commission, of which Valerie has been appointed Acting Chairperson. Val announces that the Commission directs Walker to hand over the costume and shield of Captain America, and admits to Steve that the Commission made some mistakes, but hopes to rectify them and work towards a relationship where they can work together - but Steve doesn’t accept the offer, and departs - until Walker follows him, and tells him that if he doesn’t take the costume and shield, it will go to someone else, possibly someone who will do an even worse job of being Captain America than he did. Later still, Steve Rogers dons the Captain America costume once more.

Full Summary: 

first story:

‘I’m ready!’ announces a muscular, well-built man who has an uncanny resemblance to a certain Steve Rogers. He stands in a spotlight, naked save for a his briefs. ‘Proceed at will!’ he calls out, and five more spotlights appear, lighting up the area where five men dressed in the costume of Captain America stand. They throw their shields towards the blond man, who leaps into the air, and grabbing some gymnastics rings, he flips himself over, and drops towards one of the “Captain Americas”, landing at such force, right on the man’s back, that he breaks it. The “Captain America” crumbles to the floor. ‘Whoa! He’s going all out!’ another of the “Captain Americas” thinks to himself. ‘Two!’ the blond man declares as he lunges at another, knocking him back.

‘Well, if that’s how he’s playing it, that’s how I’m playing it!’ the “Captain America” decides as he peaks towards the Steve Rogers look-alike, only to be smashed into the floor head-first, and tossed away with ease - right into another of the “Captain Americas”, pushing him towards a wall of spikes, but he manages to dodge the spikes, only for the Steve Rogers look-alike to somersault through the air, right towards the final “Captain America“. ‘How can anyone jump like that?’ the fifth “Captain America” wonders, before telling the near-naked powerhouse ‘Uh, look, I don’t like the way you’re -’, only to be lifted into the air, and his body slammed down onto the Steve Rogers look-alike’s knee, breaking yet another spine, while the fourth “Captain America“ attempts to sneak away.

‘And that I believe is all five!’ the Steve Rogers look-alike grins, before noticing that number four escaped the spikes. ‘Congratulations’ he tells him. ‘No, wait a minute, mister! The boss said all you wanted was sparring partners! He didn’t’ say anything about -’ the fourth begins, before the near naked man slams one of the shields into his face. ‘About killing you? Strictly an oversight on his part, I assure you!’ His now blood-covered body stands over the motionless “Captain Americas” and he laughs uncontrollably. ‘My time, Elron?’ he calls out to a small man who approaches him with a towel and a lighter, lighting his cigarette. ‘Two minutes, forty three seconds, sir’ Elron replies.

The Steve Rogers look-alike decides that either he is improving, or the Taskmaster is running out of trained hirelings. He turns to leave the training room and tells Elron to see about arranging opponents for Friday. ‘After disposing of this refuse, of course’ he adds. Looking down at the bodies, Elron covers his mouth and mumbles ‘Yes, Sir!’

After a cold shower, a massage and a change of attire, the Steve Rogers look-alike enters his large office, which looks out to the Capitol Building. ‘An exhilarating way to start the day, the taking of a handful of lives’ he tells himself, deciding that it really gets the heart pounding and the juices flowing. ’What a land of opportunity America is. How right I was to make my base here in the most affluent, most decadent nation on Earth’ he decides. Hands behind his back, he stands at the large window, and looks out to the Capitol Building, as he does every day. He calls it the very seat of America’s government. He laughs, for if political power was his only goal, it would be so easy to steal it while the posturing politicians were engaged in their petty bureaucracy.

The well-dressed look-alike has farther-reaching ambitions, now that he has become and American dreamer. ‘I now embrace the American dream for what it is - the realization of one’s personal ambitions by whatever means necessary. ‘My American dream is no less than the denial of everyone else theirs!’ he announces, adding that to achieve it, hew will have to enslave every American citizen and destroy America itself. He takes his seat behind his empty desk and admits that is a lot for one man to accomplish in his life time. ‘For any other man, perhaps. But how many other men are on their second lifetime with an infinite more ahead of them?’

Deciding to get to business, he knows it is time to touch base with his lackey, in the President’s Commission on Superhuman Activity. A large video screen drops down from the ceiling, and now shaded in a reddish shadow, the Steve Rogers look-alike greets Douglas Rockwell, and asks him for his report. The nervous Rockwell replies that there is still no sign of Steve Rogers, that he did not return from the Arctic with Battlestar and the new Captain America. ‘It’s possible he perished in battle with Flag-Smasher’ Rockwell explains. ‘Unlikely’ comes the reply. ‘I thought so, too, Sir’ Rockwell claims, adding that he is investigating a report that Rogers was sighted in New York City yesterday.

At that moment, in New York City, ‘Any Times left?’ Steve Rogers asks a newsagent. ‘Sold out’ the newsagent replies. ‘I guess I’ll take a Bugle’ Steve remarks. The newsagent tells him that the Bugle has more pictures of the craziness, anyway. ‘You don’t look like you were affected much’ Steve points out. ‘You live in New York City, you see a lot of strange things’ the newsagent replies. While a mother and her baby prepare to leave a bakery with some treats, Steve thinks to himself that it looks like things are pretty much back to normal here, and that mutants are being blamed for it all, as usual. He supposes somebody has to be the scapegoat. ‘I doubt even New Yorkers are ready to believe it was demons from another dimension that plunged the city into chaos’ Steve decides.

At a pretzel stand, several young kids dressed in baseball uniforms are waiting for their pretzels. ‘My dad beat up one of those demons, he did!’ one of the kids exclaims. ‘Oh, yeah? Well my dad beat two!’ another kid boasts. Cap thinks to himself that is a shame mutants always get blamed for these things, and wonders if he could recruit a mutant or two into the new Avengers he wants to form, as it would give the mutant community an image boost. Steve knows that before he can devote his full attention to the team, he has some personal matters to resolve with the Commission on Superhuman Activity in Washington. He remembers that when he was first forced to turn in his uniform, he was convinced the whole government was against him, but now believes it is just one or two high placed officials who have a grudge against.

Suddenly, a small truck hurtling down the street is in trouble, as the driver finds his brake is out again. ‘I - I can’t stop!’ he shouts as other cars swerve so as not to collide with the truck. Steve reminds himself that he hoped to have the matter settled over a week ago, but with one emergency after another cropping up, he couldn’t. Steve then notices the truck, and drops his newspaper as the newsagent hands over his change, and tearing out of his trench coat, he leaps into action. ‘A-a-a mutant!’ someone calls out. ‘Who is that guy? Kinda looks like Captain America!’ another civilian exclaims. ‘You nuts? Cap wears red, white and blue!’ another points out.

Steve tells himself that this has been his uniform for the past several months, but he still strikes confusion into the hearts of his public everywhere. ‘No time to worry about it now. I’ve got a runaway truck to stop!’ the Captain declares as he throws his shield to the wheel of the truck, where it locks in, bringing the truck to a screeching halt - but it slides towards the three baseball kids. ‘It - it’s gonna -’ one of them gasps, before the Captain lunges at them and pulls the three of them to safety. However, the woman from the bakery steps on to the road, ‘No - my baby!’ she shrieks as the truck slides towards them, only the stroller strikes against a baseball bat that one of the boys dropped, and she falls backwards out of harms way, only the baby flies out of the stroller and into the air. ‘Weeeeee!’ the baby cries out, smiling. The Captain rushes towards them, and catches the baby. Also falling to the ground is the box containing the pie that the woman purchased - and Cap manages to catch that, also. ‘You see that?’ someone calls out. ‘Oughta go out for the Yanks!’ another declares. ‘My baby!’ the woman gasps. ‘And yer apple pie, too!’ someone else points out. ‘Whew!’ Cap sighs.

Meantime, at the Fort Meade Special Powers Compound, in the medical centre, ‘He’s right this way, Sir’ someone calls out to Head Commissioner Rockwell, who marches into a ward where Johnny Walker a.k.a. Captain America is recuperating. ‘Mr Rockwell! We were expecting you. I’m Doctor Mannheim, and this is -’ Dr Mannheim begins as he prepares to introduce Rockwell to his colleagues, but the abrupt Rockwell marches past Lemar Hoskins a.k.a. Battlestar and exclaims ‘Never mind that! How is Walker?’, while Battlestar thinks ‘Strutting jerk! I’m not even worth a “hello”!’, while Doctor Mannheim explains that the patient is doing surprisingly well, considering the ordeal he went through. ‘The exposure and frostbite have apparently done no damage’ Dr Mannheim announces, adding that Battlestar believes that it has to do with the cellular augmentation process both of them underwent.

‘If he’s doing so well, why is he unconscious?’ Rockwell demands. One of the medical staff begins to explain that they gave him a sedative, but Walker opens his eyes ‘I’m awake’ he proclaims. ‘Splendid’ Rockwell announces, telling the medics that they can leave now, until he calls them back, as he wants a word with Walker alone. Battlestar remains in the room as them medics depart, while Rockwell tells Walker that Battlestar reports he had considerable trouble with that Flag-Smasher terrorist. ‘Yes, Sir. He got the better of me’ Walker admits. Rockwell asks the handsome hero if he is aware that the Commission sanctioned Battlestar to bring in the original Captain America. Walker replies that he knows, and remarks that he believes such an action was both unnecessary and insulting. ‘I could have prevailed given the chance’.

But, Rockwell tells Walker that seems highly unlikely, and points out that the fact of the matter is, Rogers succeeded where Walker failed. ‘So what’s the bottom line? You’re taking the uniform from me and giving it back to him?’ Walker asks. Rockwell tells him that they have not made a decision yet, before asking one last question: ‘What happened to the shield?’, to which Walker replies that it was taken from him, but that he will get it back, if it is the last thing he does. As he leaves the room, Rockwell replies that he is sure that will not be necessary, and order Walker to stay put. ‘We want to be able to find you when we’ve decided what to do with you’ he explains.

Lemar goes over to Johnny and points out that no one else was there, that they can’t understand how it was. ‘I’m telling you, the Commission jerks you around about this, I’m sticking with you. We can walk out on this stupid gig. Break out on our won like all the independents do. We’ll make them sorry they let us go!’ Lemar exclaims, putting a hand on Johnny’s shoulder. John looks at Lemar and tells him to remove his hand, and points out that if Lemar hadn’t called for help and brought the old Cap in, he could have handled it himself. ‘But…’ Lemar begins, before turning to leave the room, and telling John that they will talk about this some other time, leaving him to get some rest. But Battlestar realizes that this is a no-win situation, for if he hadn’t gotten help, John would have been dead. Battlestar knows that ever since Walker’s folks died he has lost his grip on reality. ‘Now he thinks I - his only friend - betrayed him. He’s got nobody, nothing! What am I supposed to do?’ Lemar wonders.

The door closes, and in the now darkened room, the phone rings. Walker looks at it, and picks it up. ’Yes?’ he asks. A voice on the other end informs Walker that he knows where his shield is. ’Meet me in the Smith Building on Pennsylvania Avenue, Washington, by midnight tonight’ is all the voice adds, before the caller hangs up. Wearing only skimpy briefs, Walker gets out of bed and goes to the closet, where his Captain America costume is stored. He slowly gets dressed, despite his injuries, and then sneaks out of the room, unnoticed by medical staff nearby.

Washington DC, later that night, most of the members of the Commission on Superhuman Activity have gathered. Sitting around a meeting table, Head Commissioner Rockwell sits at one end, while the glamorous Dr Valerie Cooper sits at the other. Rockwell announces that he doesn’t think they can put off making a decision about Walker until January, not without undermining the political credibility of the Commission itself. ‘Yes…and we do want to be carried over into the new administration intact…’ someone else suggests. Rockwell decides that they should review the case against Walker, and asks Henry Peter Gyrich what the latest news on the Watchdog affair is. Gyrich replies that out of the ten dead and three permanently disabled by Walker’s assault, only four families have filed suit for damages. ‘Our lawyers think it can settled out of court easily’ he adds.

Turning to Valerie, Rockwell enquires as to Walker’s one time associates, Left-Winger and Right-Winger as they are now known. Val announces that despite burns to 90% of their bodies, both men are off the critical list and have regained consciousness long enough to be questioned. Valerie reveals that although there are other eyewitnesses placing Walker at the scene, neither of the men will verify or press charges against him. Val adds that the investigators cannot determine if Left-Winger and Right-Winger will not speak out of fear of further reprisals, or what. Rockwell remarks that it seems the legal problems Walker has caused are not as severe as their estimated. Raymond Sikorsky points out that the fact remains that Walker is a loaded bomb, and even if he waltzes through his current difficulties, it is only a matter of time before he does something that the Commission cannot whitewash.

Raymond continues, suggesting that despite the President’s vote of confidence in Walker, they need to cut him loose, and the sooner the better. Adrian Sammish announces that he agrees, and points out that Walker was less than effective in the Flag-Smasher affair. ‘Had we not allowed Battlestar to call in Steve Rogers -’ Sammish begins, until Rockwell interrupts, ‘“We” allowed it, Adrian? I don’t remember being consulted on that particular decision’. Rockwell adds that as a matter of fact, he did his part to see that Rogers remained out of it. Rockwell raises his voice and states that Rogers is contemptible slime, and if the laughable excuse for a President hadn’t butted in, Rogers would still be behind bars.

Later, night has fallen, and as Sammish and Wesley Werner leave the building, a figure skulks around in the shadows behind them. Sammish tells Werner that Rockwell has really gone around the bend, and that the Commission is going to have to do something about him. ‘In his own way, he’s as far gone as Walker!’ Sammish adds. The figure skulks into the building, past security, and avoiding security cameras, until he reaches Commissioner Rockwell’s office. He opens the door, to find Rockwell at his desk, speaking to his superior over the video-phone. ‘Are you telling me you have outlived your usefulness, Rockwell?’ the Steve Rogers look-alike, still cloaked in red shadows, enquires.

‘NO!’ Rockwell exclaims, explaining to his superior that his hands are tied, that he is just one man out of seven, that he can’t do anything more without the rest of the Commission questioning the purity of his motives. ‘All I’m saying is - ULP - I’ve got to go!’ Rockwell exclaims as he senses someone behind him, and quickly slams the phone down, spinning around, he finds the Captain standing over him. ‘Who were you talking to, Mr Commissioner? That didn’t look like the President. Do your fellow Commissioners know of these conversations?’ The Captain enquires, smirking. ‘Wh- wh- wh- wh-’ Douglas mutters, before shouting ‘This is an outrage, Rogers! You have no business here! How did you get in? You’re trespassing. I’ll have you -’ Douglas begins, but the Captain slams his shield on the desk and explains that he let himself in, and that he has come to return the shield that their man lost.

Douglas gets up out of his chair, while Steve remarks that while he is here, he would like Douglas to explain a few things to him. ‘Why did you let me go a few days ago? Who is that you report to? What is your personal stake in my career?’ Steve asks. Ignoring the questions Rockwell shouts at Cap, telling him to get out. ‘I don’t have to explain anything to you’ he adds, before a buzzer on his desk sounds. Rockwell looks at it nervously, and Cap points out that his private phone is ringing. ‘Aren’t you going to answer?’ Cap asks. ‘Why is he calling now? Must know I’ve got a visitor!’ Rockwell thinks to himself, before picking the phone up and saying into the receiver ‘Sir, I can’t ta-wwAWWKK!’ he suddenly convulses as a gas pours from the mouthpiece of the receiver. Rockwell gasps for breath, while his skin shucks inwards, and he falls to his desk, his face now completely red, and a horrid voice laughing down the phone line.

‘Good Lord…no!’ Cap gasps as he looks on, shocked. He checks for a pulse, and discovers that Rockwell is dead. He knows that the red dust sprayed from the phone receiver is the stock-in-trade of the Red Skull. But, Cap also knows that the Red Skull is dead, that he died in his arms. ‘Who could be imitating his tricks?’ Cap wonders. Examining the receiver, Cap locates the spray capsule that was hidden in the mouthpiece. He wonders when it was installed, and whether the Commissioner was aware of it. Cap realizes that this is the second time in a matter of days that he has been reminded about the Skull, for the Flag-Smasher claimed he learned the Skull was financing his terrorist organization. Fixing the phone receiver, Cap tells himself that this doesn’t prove anything, before locating an odd button. He presses it, and the screen switches on.

‘Aha! The direct line!’ Cap tells himself, but all he sees on the screen is an empty chair with a skull insignia on it. But Cap decides that this doesn’t prove anything more than there being a copycat killer on the loose. Dialling a number, he hopes he can call in some old favors and get the phone line traced.

Elsewhere in Washington at that moment, Walker arrives at the Smith Building, and the bellhop lets him go right in, while a security guard motions to an elevator, informing Captain America that it will take him to the penthouse. Arriving on the penthouse floor, a woman at the reception desk motions to a door down the end of a corridor, and informs Captain America that Mr Smith is expecting him. Opening the doors, Walker finds himself in a meeting room, which is empty. ‘Smith?’ he calls out.

A panel in the wall opens, and the Steve Rogers look-alike appears. ‘So good of you to come, Walker. Very punctual, too’ he remarks. ‘Call me Captain America’ Walker tells him. ‘No. I don’t think I shall. I can only bring myself to call the original by that name’ he explains. Walker strides towards the mysterious man, and declares ‘Look, I don’t know who you are, or how you seem to know so much about me, but if you lured me here to play some kind of game -’ he begins, to which the look-alike exclaims ‘A game! Splendid idea!’, and he calls out ‘Gentlemen’, and several more panels open, as five colorful men appear in the room, and he remarks that Mr Walker must recognize the uniforms of most of these individuals. He runs through the men - an Ultimatum agent, a Resistant, a member of the Sweat Shop, a Scourge of the Underworld and a Watchdog.

The mysterious man announces that he has been behind them all. ‘I’ve been behind all of your misfortunes to date!’ he reveals to Walker. ‘Who…are…you?’ Walker asks, confused. Stepping into the light, the mysterious man introduces himself as Steve Rogers, the original Captain America. ‘Rogers…?’ Walker asks, wide-eyed and shocked. “Rogers” turns away from everyone, and informs his elite troopers that Walker is all theirs. The five armed men raise their right arms in salute, while Walker shouts ‘Come back and fight me…you…’, but as a panel closes behind “Rogers” he simply calls out that if he survives these people, he will consider it. ‘Good luck. You’ll need it’ “Rogers” grins.

‘COME BACK HERE’ Walker booms as he leaps across the boardroom table, his actions cause the Watchdog and the Ultimatum agent to both open fire. ‘Watch we’re you’re shooting, Ult!’ the Watchdog exclaims, while Walker dodges their bullets. ‘Without his shield, he’s an easy target!’ the Scourge boasts as he opens fire, too. The Watchdog steps back, ‘I’m not getting near that crossfire’ he thinks to himself, while the Ultimatum agent notes that Walker moves so fast, he cannot get a bead on him. Walker drops down, and kicks his legs out, slamming them into the Scourge, who falls backwards. Walker drops to the floor and holds up one of the chairs, using it as a shield from the Watchdog who opens fire, ‘Give it up, Captain A - all the fancy moves in the world aren’t going to help you walk outta here in one piece!’ he boasts.

The Resistant tells the others to hold their fire, ‘I’ll show the flag-man what we think of his jury-rigged shield!’ he exclaims as he unleashes his mutant power of flame towards Captain America. ‘You got it, Rust! Give me time to reload!’ the Watchdog exclaims, while Rust’s flames melt away part of the chair. Walker throws it towards the Watchdog, who is unable to move in time, as the burning chair lands on him. The Sweat Shop operative tips the large boardroom table onto its side, ‘Wing-Ding ain’t the only one who can use props!’ he exclaims. ‘Watch this!’ he shouts as the table falls onto Captain America. The Sweat Shop member then stands on the upturned table and boasts that he has pinned Captain America.

Turning to his comrades, the Sweat Shop agent asks them if they can nail “this sucker” as he calls Walker. ‘Just go easy on my size 12’s, okay?’ he adds, when suddenly, Walker’s powerful fists slams up through the table, ‘Party time!’ he exclaims with a deranged look on his face as he peers through the broken table.

Meanwhile, outside, Steve Rogers skulks about in the shadows, and evades notice of a security guard as he sneaks into the parking garage beneath the Smith Building. He makes his way through the parking lot, and then up the stairwells, eventually entering one of the levels, he makes his way through the brightly-lit corridors, a voice is soon heard on the intercom: ‘Welcome, Captain. I’ve been expecting you. Please proceed to the room at the end of the corridor’ the voice calls out. ‘Great. Here I thought I’d entered unnoticed. So much for stealth!’, deciding that he may as well play along at this point. He enters the door at the end of the corridor, and a voice exclaims ‘You are such a good soldier’. Steve finds a large monitor in the room, and the mysterious man appears on it, surrounded by a red haze. ‘So, Captain have you guessed which of your many enemies is behind all this, yet?’ he enquires.

‘It’s obvious you want me to believe it’s the Red Skull’ Cap replies. ‘Very good. But I take it you don’t believe that, eh?’ the mystery man asks. ‘No. The Red died in my arms. I held his lifeless corpse’ Cap explains. An image of Cap holding the dying Red Skull in his arms appears on the monitor, and the mysterious man asks ‘Did it look a little something like this, Captain?’ to which Steve frowns, stating that he is not in the mood for games. ‘Tell me who you are. Don’t tell me who you are. It doesn’t matter’ he exclaims, adding ‘What matters is you’re responsible for the Head Commissioner being dead. And I’m taking you in’ Cap tells him.

‘Oh, you do take the fun out of everything, Captain! Or should I say Steve Rogers? Very well - I admit it! I’m the Red Skull. Oh, yes, and I’m also you! See?’ he calls out as the red haze vanishes, and the mystery man reveals himself to Steve. Unimpressed, Cap replies that video images can be faked. ‘That they can’ comes the reply, while Cap frowns and wonders who this guy is, and which of his enemies know so much about him. ‘Okay, whoever you are. The bottom line. You know who I am. You went through some trouble to fool me into think you’re the Skull. You expected me to come after you. What is it you want?’ Cap asks. The look-alike smiles and replies ‘I want you to die, of course’, before adding that he wants Cap to know a few things first.

‘Most important, as I’ve told you. I am the Red Skull. Your greatest enemy brought back to life. How I cane back, I’m not foolish enough to divulge. Why I am not wearing my traditional mask? I have a new agenda now. What worked in wartime Germany is inappropriate for decadent America’ the Red Skull explains. Images appear on the monitor, as the Red Skull explains that in America, the face of a handsome Aryan is much more versatile.

Flashback images show on computer screen, narrated by the Red Skull:

The Red Skull informs the Captain that his replacement is a man named John Walker, who, before assuming the role of Captain America was known as the Super-Patriot. The Red Skull reminds Cap that he met Walker, as the Super-Patriot, where they brawled in a parking lot, and Walker got the better of him, before revealing that he not only pulled a few strings to have Captain America’s finances investigated, and for Walker to take over his job as Captain America. The Red Skull explains that Walker was a motivated young man, and took his training quite conscientiously, but on one of the first times he was sent on a field mission, he proved somewhat more aggressive than the original. ‘Do you remember Professor Power?’ the Red Skull enquires, revealing that Walker beat him to death.

‘But that was a taste of things to come’ the Red Skull remarks, explaining that he ordered his Watchdog group to kidnap and murder Walker’s parents, causing him to go really wild, slaying nine of the Watchdogs and injuring others, before going after his two former friends, Left and Right-Wingers, believing them culpable in his parents’ death, he killed them too, apparently.


Cap frowns as the Red Skull explains that the point of all this was the devaluation of the image of Captain America. ‘When all of Walker’s activities become known - and I’ll see to it that they are - it’ll not only tarnish the concept of Captain America…but it’ll give the administration something of a black eye for letting such a man on the loose!’ the Red Skull smiles, adding that he has orchestrated the downfall of both the original Captain America and his alter ego, ‘Exceptional work for an enemy you thought dead all this time, eh?’ he boasts. Cap turns his back from the monitor and states that he has heard enough, as he takes his leave, entering a corridor, he wonders if what he was just told is true. ‘I still can’t believe he’s the Skull - he just doesn’t act like him’.

As he enters another room, Cap decides that the revelation about the Super-Patriot being the new Captain America is entirely possible, and wishes he could talk to his replacement, then he would known in a moment if it were indeed him. ‘What about all the atrocities he allegedly committed?’ Cap wonders, determined that hr will not leave the building until he gets some real answers, even if he has to search every nook and cranny. As Cap enters another room, he finds it torn apart by bullet holes, and the room in tatters thanks to a battle - ‘Eh? My uniform! Super-Patriot? All those bodies?’ he thinks to himself as he sees the motionless Watchdog, Scourge and others lying around. Huffing to catch his breath, John Walker looks up at the Captain and declares: ‘Steve Rogers…so you decided to come out of hiding and face me like a man!’

Meantime, back at the Commission building, ‘Good Lord - can that really be Douglas? His face - I think I’m going to be -’ Sikorsky exclaims, wiping the sweat from his brow with a cloth as he watches Rockwell’s body being taken away on a stretcher. Wearing a pink dress suit, Valerie comes up to Raymond and tells him to take it easy. ‘Just be glad you weren’t the one who found him’ she adds. The senior officials enter Rockwell’s office, which is being searched from top to bottom by police officers. Raymond wonders who could have done such a horrible thing, to which Valerie explains that the rapid mummification of his victim’s faces is the trade mark of the Red Skull, Captain America’s old enemy. Raymond asks if the Red Skull is dead, recalling a brief from the Avengers a while back. ‘In any event, someone has adopted his stock-in-trade and used it on poor Douglas’ Valerie points out.

‘But why him?’ Sikorsky enquires. ‘The head of an agency keeping tabs on all persons with superhuman capacities in the entire country is bound to make a few enemies’ Val points out, adding that they can only hope there are no further such incidents. Raymond Sikorsky looks worried, while Val announces that when the police have concluded their investigation, she is going through every file, every drawer and every scrap of paper in Rockwell’s office. ‘Somehow I have a feeling Douglas knew his killer…let him in his office!’ she reveals.

Back at the Smith Building, Walker lunges towards the Captain, ‘If you thought that your lackeys would wear me down so you could come along and finish me off, guess again!’ he shouts, while Cap recognizes the voice of the man in his old costume, ‘It’s Super-Patriot’s! Then he is the one who replaced me!’ Steve tells himself, before wondering why he is here ‘And why does he think I had anything to do with those men he apparently killed?’ he asks himself, before raising his shield and slamming it in to Walker’s side. ‘Hold on a second, mister - I think you’re labouring under a misconception!’ Steve shouts, while deciding that he had to use his shield to defend himself as the Super-Patriot is easily ten-times stronger than him. ‘One solid blow, and it would be all over for me’ Cap knows.

As he flips backwards to avoid another lunge from Walker, Cap realizes what is going here - that the mystery man with his face claming to be the Red Skull must have convinced Walker that he is the real Steve Rogers. ‘Walker thinks he’s fighting him!’ Cap understands, while Walker declares that he should never have let Cap off the fist time they fought. ‘I won’t make that mistake again!’ he exclaims. Cap tells Walker to listen to him, and declares that he is not who he thinks he is. ‘That man who you must have spoken to before, he’s not -’ Cap shouts, but Walker raises a fist, ‘Shut up and DIE!’ he shouts, before crying out in pain as his fist strikes Cap’s trusty shield. Cap drops down and kicks a leg out, to trip Walker up, deciding that he is too battle frenzied to reason with. ‘That’s okay, I guess. This is one fight I don’t want to reason my way out of!’ Cap tells himself.

‘This is one I want to win!’ Cap knows, dodging yet another lunge from Walker, whose fist breaks up the floor. Using his incredible strength, Walker tears up part of the floor, and Cap realizes that he is as strong as ever. Walker then hurls the flooring towards Cap, who flips up into the air just in time, ‘Close, but not close enough’ Cap thinks to himself as the flooring shatters. But as Cap drops back to the floor, he can hear Walker rushing up behind him. He knows he has to move, but Walker surges forward and tackles Cap before he regains his footing. They head straight to the wall in front of them, with Walker forcing Cap through it, although Cap is able to raise his shield, they burst through into the next room, scattering parts of the wall everywhere. Walker holds a firm grip around Cap’s waist, while Cap tries to break Walker free.

Cap manages to land on Walker, who still retains a tight grip, although his right arm gives a little slack, enabling Cap to twist around and slam his elbow into Walker’s face, slamming his head against the floor. Cap gets up, and television monitors around the room begin to show images of Walker as Captain America, brutal images, like smashing, maiming and killing his opponents. Cap doesn’t think the images are fake, deciding that the bleeding bodies in the next room look like the same man’s handiwork. ‘My God…how he’s stained the image I’ve spent decades building! Captain America was never intended to be a killer! Never!’ Cap thinks to himself, while wondering why the man with his face is showing him this images. ‘To distract me? To invigorate Walker?’ but Cap isn’t sure.

Cap spins around and holds his shield up to block a kick from Walker, who grins, and as blood trickles from his mouth, he declares ‘You’ve been holding me off pretty good, Rogers - thanks to that shield of mine!’, asking him whether he would care to toss it aside and fight him like a man. ‘Or do you need it to hide behind?’ Walker asks. Without hesitation, Cap tosses the shield to the ground, deciding that he shouldn’t do this. ‘But ever since that day we first fought…’ he reminds himself. ‘C’mon!’ Walker calls out. ‘…when I failed to beat him - I’ve felt my fighting edge had gone dull’ Cap recalls, before telling Walker ‘Let’s do it!’, and Walker lunges forward, but Cap manages to smack him backwards.

Cap’s thoughts are thinking about the overall situation, deciding that the travesty with the Commission was a worse body blow, as he allows himself to be stripped of his rightful title and uniform - allowed it like a good soldier. ‘I’ve had to fight the good fight without them. I’ve had to swallow my pain and anger and re-create myself as the Captain’ Cap thinks, deciding that was his way to harden himself, to use adversity to help regain his fighting edge. As Walker falls to the floor, Cap knows that everything he did has paid off, and that he can put his all on the line and see if he still has what it takes to be called Captain America. His face now bleeding further, Walker has a deranged look on his face as he exclaims ‘Pretty good, Rogers. Pretty good. But now it’s my turn!’, and he surges forward, slamming both fists into Cap’s face, knocking him back.

But as he comes in for a second attack, Walker finds himself on the receiving end of Cap’s foot - right in his stomach, as Cap kicks Walker backwards. Walker tries to drop down and slam a fist into Cap’s face, but Cap rolls away just in time, and yet again Walker strikes the floor. Cap retaliates and slams his own fist into Walker’s face, drawing more blood. Walker lunges for him, but Cap flips backwards, landing close to some machinery. Walker roars as he rushes forward, only for Cap to duck, and Walker’s fist to strike the machinery, resulting in an electrocution - but his super-enhanced body is able to withstand it, and he tears some wires out with him, when he then wraps around Cap’s neck after Cap ducked away from the machinery.

Cap drops to his knees, ‘You are dead, Rogers!’ Walker exclaims as he tightens his grip. ‘You’ve tormented me for the last time’ Walker declares, while Cap has a plan to break free, he needs to put all his strength behind it, reaching up, he slams his fists against Walker’s head, causing Walker to roar in pain, while Cap breaks free of the wires. ‘Thank Haven - he’s down. I’ve knocked him out. I’ve won. I’ve reclaimed a part of myself’ Cap tells himself, but stepping away from Walker’s fallen body, he knows that he has one more foe to fight. ‘Show yourself, coward! I know you’re watching this! Probably videotaping it for prosperity! Come out and face the challenge!’ Cap calls out.

The television monitors suddenly turn blank, and Cap decides that his mysterious foe has the stupidity and the guts to meet his challenge. Walker begin to stir, while a panel in the wall opens, and the Steve Rogers look-alike appears, clapping his hands, he congratulates his old foe on a good show. ‘But, then again, I knew you wouldn’t disappoint me. I’ve learned to never underestimate you!’ the look-alike remarks. Cap walks over to him, deciding that his foe looks unarmed. ‘But no doubt he’s got some trick up his sleeve’ Cap supposes, wondering if he should just slug his foe and be done with it, only, he has come this far and wants to hear what he has to say.

Standing about a foot away from his look-alike, Cap can see that he is not wearing a mask. ‘It’s chilling - we’re identical! But there’s something in those eyes -’ Cap thinks to himself as he closely examines his look-alike. ‘If you didn’t expect him to kill me, what was the point of arranging that little tournament?’ Cap enquires. The look-alike replies that the point is that he can get anyone to do his dirty work for him now. ‘I need never soil my Aryan hands again’ he grins. ‘Anyone but me to do your dirty work’ Cap replies. ‘Correct, old enemy. Anyone but you’ the look-alike replies. As Walker begins to get up, the look-alike’s back is turned to him, and he announces that he believes Cap will one day be the last free man on Earth.

‘You see, Captain, I’m going to prevail this time. I’m going to stamp out freedom, justice, democracy - all of your idiotic little ideologies’ the look-alike explains, adding that Cap is going to watch him do it, as he has learned from the errors of his past life. ‘I no longer need put all my eggs in one basket. I no longer live from one grand scheme to the next’ he adds, stating that it has taken vast preparation, but now he has countless schemes going at once, all over the world, all designed to bring him closer to his ultimate goal. While Walker crawls towards the shield, lying on the floor, still unseen by the look-alike.

‘Furthermore, you’re never going to be able to prove that I’m behind anything - though you’ll know it to be true’. The look-alike adds that he is no longer an easily identifiable foreign agitator, but a disarmingly handsome American business man, turning the wondrous free enterprise system against itself. ‘I want you to know I am here. I want you to know what I am up to. I do so like torturing you, don’t you see?’ the look-alike calls out, before adding one last thing before he takes his leave - ‘I want you to know that I will tire of torturing you some day and decide to kill you. It could be now, next week, or twenty years from now. I can’t tell. But, rest assured, one day you will die by my hands!’ the look-alike grins wickedly, cigarette hanging out of his mouth, Cap wonders why his doppelganger is now inhaling.

Suddenly, the look-alike falls backwards, as Walker throws the shield at him, slamming it in to his back - and in doing so, he puffs out his cigarette, sending the red dust of death into the air. Cap covers his mouth, while the look-alike coughs and splutters, managing to knock Cap back with a punch, before he spins around, screaming, his face torn apart, now all that remains is a red skull. Cap picks up the shield and supposes that the impact of the shield must have caused him to bite down on the dust activator, giving him a face full, while noting that he has not died from it. Fallen back to the floor, Walker calls out ‘Which…one of you…Rogers?’, while the look-alike rushes away to the open panel in the wall.

‘Can’t let him get away’ Cap thinks to himself, tossing the shield, managing to wedge before the panel closes. Cap slides under and rushes into the corridor, supposing that his foe could not have got far, but looking around, the corridor is empty. ‘I guess he can. This place is like a maze. No telling where he is now’ Cap tells himself, deciding that this is pointless, he knows he needs to see to Walker, so goes back into the meeting room, and handing Walker the shield, tells him that he owes him one. ‘I tumbled to the fact that his cigarette holder was his weapon, but possibly not in time to save myself from a face full of red dust’ Cap tells Walker, who asks ‘How do you know it was him I was aiming for, Rogers?’

Cap just replies that at least now they will be able to tell their faces apart. ‘Was he…the Red Skull?’ Walker enquires. Cap replies that he is beginning to think so, before asking Walker if he will come with him to see the Commission. ‘I want to know which of us gets the shield?’ Cap asks.

An hour later, Valerie Cooper and the men of the Commission on Superhuman Activity are seated in the hearing room, with the Captain and Captain America standing before them. Cap stands freely, while Walker stands rigid, arms at his side, shield strapped to his left arm. Cap addresses Valerie as “Madame Commissioner” and tells her that he doesn’t know whether a search warrant would help, as his look-alike might be too cagey to lave anything incriminating lying around. ‘Still, I’d have my people keep the Smith Building under surveillance if I were you’ Cap suggests to her. Valerie announces that they went through the former Head Commissioner’s office and found a number of suspicious items, including the private video-phone.

Valerie continues, explaining that the Commission cannot link Rockwell’s activities to anyone in particular just yet, but they do have certain reasons to believe that he stepped over his authority in certain matters, ‘Such as your case’ she tells the Captain. Valerie points out that while it is true the government owns the name, uniform and shield of Captain America, the majority of the Commission decided that it is Steve Rogers who made that name, uniform and shield mean something. ‘In light of your continued service to the American people, Mr Rogers, we would like to extend the you the honor you are due…and perhaps make up for any inconvenience this Commission may have caused you’. Valerie then informs Walker that it is the will of the Commission on Superhuman Activity that he steps down as Captain America and return the shield and uniform to Steve Rogers.

Cap smiles and tells Valerie that, with all due respect, he appreciates what she has told him, but that he does not want the uniform, shield and name back. ‘I have learned these past months that I can serve my ideals, the ideals of this great country, even without the uniform’ he announces, adding that he has learned it is the man that counts, not the clothing. ‘I’ll be in touch’ Cap remarks as he turns and walks away, leaving Valerie surprised and Walker confused.

Walker rushes out of the chamber, following Cap down the corridor, ‘Rogers! Rogers! Wait a minute’ Walker exclaims. Cap turns to him, surprised to see his successor. ‘Who’s kidding who?’ Walker asks. ‘You may not have come up with the name or stitched the uniform together. But you created the role of Captain America - his code of conduct, is reputation, his legend’ Walker points out, adding that he has had enough of people who expect him to be exactly like Steve Rogers. ‘I’m not. I’ll never be. I have my own way of serving this nation that I love, and it’s not the way of Captain America’.

Walker continues, pointing out that the Commission will take away from him the uniform anyway, and that he has no idea what they will do with him after that. ‘Come on, take the darn thing back - to prevent them from getting yet another poor slob to try to do the job you do so easily’ Walker asks Cap. Cap asks Walker if the Commission put him up to this, but Walker replies that the Commission isn’t very good at putting anyone up to anything. ‘Point taken’ Cap replies.

And, sometime later, in his private quarters on Avengers’ Island, Steve Rogers strips off the black uniform that had been a gift from a now departed friend, and slowly, almost reverently, puts on the colors that represent the country he loves as much as life itself. When he is done, he walks to a full length mirror, and lifts his gaze to greet the image that peers back at him - CAPTAIN AMERICA! Sentinel of Liberty. Star Spangled Avenger. Living Legend. He has been called all this and more. A huge smile spreads across his face. Tomorrow, he will be called these names again. He’s back. He did it his way. And it feels right.

Characters Involved: 

Captain America IV / John Walker

The Captain / Steve Rogers


Dr Valerie Cooper, Henry Peter Gyrich, General Haywerth, George Mathers, Douglas Rockwell, Adrian Sammish, Orville Sanderson, Raymond Sikorsky, Wesley Werner (all Commission on Superhuman Activity)

Red Skull

Scourge agent, possibly Scourge III

Rust (member of the Resistants)

Watchdog member

Sweat Shop members

Ultimatum agent

Red Skull’s “Captain America” opponents

Doctor Mannheim and other medical staff at Fort Meade

Staff at the Smith Building

Various civilians

Police officers

In computer image:

Captain America I / Steve Rogers

Red Skull

In flashback images:

Captain America I / Steve Rogers

Super-Patriot / Captain America VI / John Walker

Lemar Hoskins / Bucky III

Left-Winger & Right Winger

Professor Power

Watchdog member

Story Notes: 

This issue is super-sized and contains a second story featuring the history of the Red Skull, and how he came to inhabit his new body.

Also featured in this issue are several pin-up style illustrations featuring:

- Captain America

- Captain America’s partners: Falcon, Rick Jones, Nomad, Bucky Barnes, D-Man

- The Women in Captain America’s Life: Sharon Carter, Peggy Carter, Bernadette Rosenthal, Donna Maria Puentes, Gail Runciter, Holly Riddley, Diamondback, Viper

- The Six Captain Americas: Captain America (Steve Rogers), Captain America II (William Naslund a.k.a. Spirit of ‘76, Captain America III (Jeff Mace, a.k.a. the Patriot), Captain America IV (the Grand Director), Captain America V (Roscoe), Captain America VI (John Walker a.k.a. Super-Patriot, and later USAgent)

first story:

Battlestar and the Captain (Steve Rogers) teamed up in Captain America (1st series) #349 to battle Flag-Smasher and rescue the new Captain America (John Walker).

The “craziness” that the newsagent refers to is the “Inferno” that played out in Avengers (1st series) #298-300, and numerous X-titles.

Walker’s parents were tragically, and brutally, slain in Captain America (1st series) #345. Since that issue, his grip on reality can be called into question, and he is in constant denial about his parents deaths.

After a tense battle with Walker, his former partners, Left-Winger and Right-Winger were set alight by Walker himself in Captain America (1st series) #347. Left-Winger and Right-Winger were responsible for outing Walker as the new Captain America, which led to the Watchdogs (whom Walker had earlier infiltrated), seeking revenge and murdering his parents. Walker held Left-Winger and Right-Winger responsible, hence his vengeance against them.

The President of the United States gave his approval of Walker as Captain America in Captain America (1st series) #348.

The Red Skull seemingly died in Captain America (1st series) #300. The back-up story this issue explains how he survived.

Super-Patriot took over the role of Captain America in Captain America (1st series) #333, after he previously encountered Cap in Captain America (1st series) #327.

John Walker killed Professor Power in Captain America (1st series) #338.

Issue Information: 
Written By: